George Lucas was scared to death to shoot this epic scene in Attack of the Clones

Almost exactly three years from the release of ''Star Wars Episode I: The Phantom Menace,'' ''Episode II: Attack of the Clones'' opened in theaters on May 16, 2002 with many excited for the release of the latest chapter, and hopeful that the continuation of the prequel storyline would leave behind the kiddy playfulness in ''Episode I.'' 10 years later in the saga, Anakin Skywalker (Hayden Christensen) is under the tutelage of Obi-Wan Kenobi (Ewan McGregor) and is reunited with Senator Padmé Amidala (Natalie Portman) following an assassination attempt on her. Skywalker is assigned to protect Senator Amidala while Kenobi investigates the attempted assassination. Skywalker and Amidala soon fall in love, while Kenobi learns of the Republic’s clone army and the Separatists’ battle droids led by renegade Jedi master, Count Dooku (Christopher Lee). This leads to the beginning of the Clone Wars. The film concludes with Kenobi and Skywalker facing off against Dooku. Once Dooku fights them both off, Yoda enters the battle for a sequence most “Star Wars” fans never thought was possible.

This goose-bump inducing scene took years to pull off and many sleepless nights for George Lucas.

To be very honest with you, I was scared to death of this sequence and how we were going to pull this off...

Lucas said this on the commentary of the Blu-ray of ''Attack of the Clones.''

This was the biggest risk in teh whole movie. Could I make this realistic enough to make it believable, or would it be this ludicrous joke.

It was far from that. Let's break it down. Yoda enters the fray by facing off with Dooku using their powers of the Force.

We talked to George month after month about how we could make this real and believable...

Coleman said on the ''Clones'' Blu-ray commentary.

We felt if we got into the fight too quickly the audience would not be able to travel that distance from Yoda being an 800-year-old character to be able to go around with such speed and be nimble. So we talked to George about, what we called, ‘The Wizards' Battle’ and we added this into the sequence because I think it really helps us as an audience to travel with Yoda to find the inner strength and energy to fight this evil Jedi master, this Sith lord.

And another decision made before production began was to have a “digital double” of Christopher Lee. Though Lee boasts he holds the record for most sword fights in front of the camera than any other actor, the legend was 79 at the time of shooting, so a majority of his shots in the sequence were done by a stunt double. Then when the double's face could be revealed on camera, it was replaced digitally by Lee's face. And in regards to knowing where Yoda would be when they filmed the actors for the scene, a small Yoda doll was used on set as a reference point for the actors.

The part that brought the most anxiety was making Yoda digital. In the theatrical release of “Episode I,” Yoda was still a puppet (a digital version replaced the puppet in the 2011 Blu-ray release of the film), so this was the first time an audience saw the 800-year-old Jedi Master sans Frank Oz (who not only did Yoda's voice but operated the puppet). One of the biggest challenges for the animators was keeping that puppet feel.

Coleman and his team poured over footage of Yoda from “The Empire Strikes Back” to give their digital version authentic mouth movements and even have Yoda’s ears bounce slightly as the puppet version did. But for the fight with Dooku, they had to create the believability of Yoda moving quickly. Lucas and Coleman spent months painstakingly going over the sequence that the animators created. They had to make a lot of decisions where Yoda was concerned: Will Yoda have a robe or won't he while fighting? They also had to make sure Yoda wasn't moving too fast in the battle, but enough to prove he was still a master of his craft.

Lucas said he knew the sequence would work when he saw Yoda's incredible entrance. George Said

I was worried right up to the point where the animators showed me the shot where he walks in and looks tough... Suddenly, Yoda in his acting, I believe this was a tough character you had to look out for… This is what we've been waiting for.

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